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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) April 7, 1997
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U.S. Technologies Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-15960 73-1284747
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
One Buckhead Plaza, 3060 Peachtree Road, N.W.,
Suite 1890, Atlanta, Georgia 30350
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 869-1633
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1402 Industrial Boulevard, Lockhart, Texas 78644
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Pursuant to a Stock Purchase Agreement, dated as of January 7, 1997, and closed
on April 7, 1997 (the "Purchase Agreement"), by and among U.S. Technologies
Inc. (the "Company"); Tintagel, Ltd., a Turks & Caicos Islands company
("Tintagel"); Komen Holdings Pty., Ltd., an Australian corporation ("Komen");
and GWP, Inc., a Georgia corporation ("GWP"), GWP acquired 9,169,000 shares, or
approximately 42%, of the outstanding common stock of the Company. Mr. Ken H.
Smith and Mr. James V. Warren are the sole shareholders of GWP.
Under the terms of the Purchase Agreement:
1. Tintagel sold to GWP 5,683,000 shares of Company common stock for
$437,000, or approximately $.077 per share.
2. Komen sold to GWP 3,486,000 shares of Company common stock for
$500,000, or approximately $.143 per share.
3. The Company granted an option to SWG Partners, ("SWG"), a Georgia
partnership of which Messrs. Warren and Smith are general
partners, to purchase up to 6,000,000 shares of its common stock
at $0.10 per share prior to closing on April 7, 1997.
4. SWG purchased 1,500,000 shares of Company common stock on January
7, 1997 from the Company. Since that time, SWG has agreed to
allocate and distribute such shares equally among Messrs. Warren
and Smith.
5. SWG purchased an additional 4,500,000 shares of Company common
stock on April 7, 1997 from the Company. Since that time, SWG has
agreed to allocate and distribute such shares equally among
Messrs. Warren and Smith.
6. On January 7, 1997, William Meehan resigned as Director,
President and Chief Executive Officer of the Company and Mr.
Smith was named President, Chief Executive Officer and Director
of the Company.
7. On January 7, 1997, James Chen resigned as a director of the
Company, and Mr. Warren was named as a Director of the Company,
replacing Mr. Chen.
8. On January 20, 1997, Mr. Warren was named Chairman, replacing
John V. Allen, who remained as a Director of the Company.
9. On April 7, 1997, Mr. Allen resigned as a Director of the
Company, and James C. Melton was named as a Director of the
Company, replacing Mr. Allen.
10. All notes, accrued expenses and accounts, payable by the Company
to Tintagel, Laura Investments Ltd., a multinational investment
holding company ("Laura Investments"), and Laura Technologies
Ltd., an Arizona corporation ("Laura
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Technologies"), were contributed to the Company as additional
paid-in capital. Mr. Allen is a director of Laura Investments and
Laura Technologies.
11. GWP granted an option to Tintagel (the "Tintagel Option") to
purchase up to 349,600 shares of Company common stock at $0.25
per share at any time or from time to time during the period from
July 1, 1998 to September 2, 1998.
On April 7, 1997 and immediately following the closing of the Purchase
Agreement, GWP assigned all of its right, title and interest in Company common
stock obtained in connection with the Purchase Agreement to the following five
individuals, each of which acquired the number of shares as shown after their
names: Ken H. Smith (3,667,600), James V. Warren (3,667,600), Joyce S. Newlin
(415,100), John M. Buckley (400,000) and Joe B. Young (1,018,700). Further,
pursuant to the assignment of these shares, Ms. Newlin, Mr. Buckley and Mr.
Young have granted irrevocable proxies, and, thereby, have assigned control of
their voting rights, to Mr. Smith and Mr. Warren, until December 31, 1998.
In connection with the above-described transactions and assignments, the
following obligations were undertaken on April 7, 1997:
a. Mr. Smith executed a promissory note, bearing interest at eight
percent (8%) per annum, with principal and interest due on
December 31, 1998, in the amount of $250,000, to Komen in
exchange for 1,743,000 shares of Company common stock.
b. Mr. Smith executed a promissory note, bearing interest at eight
percent (8%) per annum, with principal and interest due on
December 31, 1998, in the amount of $126,810, to Tintagel in
exchange for 1,924,600 shares of Company common stock. Further,
in connection with the Tintagel Option, Mr. Smith granted
Tintagel an option to purchase up to 101,448 shares of Company
common stock at $0.25 per share at any time or from time to time
during the period from July 1, 1998 to September 2, 1998.
c. Mr. Warren executed a promissory note, bearing interest at eight
percent (8%) per annum, with principal and interest due on
December 31, 1998, in the amount of $250,000, to Komen in
exchange for 1,743,000 shares of Company common stock.
d. Mr. Warren executed a promissory note, bearing interest at eight
percent (8%) per annum, with principal and interest due on
December 31, 1998, in the amount of $126,810, to Tintagel in
exchange for 1,924,600 shares of Company common stock. Further,
in connection with the Tintagel Option, Mr. Warren granted
Tintagel an option to purchase up to 101,448 shares of Company
common stock at $0.25 per share at any time or from time to time
during the period from July 1, 1998 to September 2, 1998.
e. Ms. Newlin executed a promissory note, bearing interest at eight
percent (8%) per annum, with principal and interest due on
December 31, 1998, in the amount of $41,510, to Tintagel in
exchange for 415,000 shares of Company common stock.
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Further, in connection with the Tintagel Option, Ms. Newlin
granted Tintagel an option to purchase up to 33,208 shares of
Company common stock at $0.25 per share at any time or from time
to time during the period from July 1, 1998 to September 2, 1998.
f. Mr. Buckley executed a promissory note, bearing interest at eight
percent (8%) per annum, with principal and interest due on
December 31, 1998, in the amount of $40,000, to Tintagel in
exchange for 400,000 shares of Company common stock. Further, in
connection with the Tintagel Option, Mr. Buckley granted Tintagel
an option to purchase up to 32,000 shares of Company common stock
at $0.25 per share at any time or from time to time during the
period from July 1, 1998 to September 2, 1998.
g. Mr. Young executed a promissory note, bearing interest at eight
percent (8%) per annum, with principal and interest due on
December 31, 1998, in the amount of $101,870, to Tintagel in
exchange for 1,018,700 shares of Company common stock. Further,
in connection with the Tintagel Option, Mr. Young granted
Tintagel an option to purchase up to 81,496 shares of Company
common stock at $0.25 per share at any time or from time to time
during the period from July 1, 1998 to September 2, 1998.
As a result of the foregoing transactions, Mr. Smith and Mr. Warren
beneficially own or control 15,169,000 shares, or approximately 55%, of the
outstanding shares of Company common stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No.
2.1 Form of Stock Purchase Agreement dated January 7, 1997 by and
among U.S. Technologies Inc., Tintagel, Ltd., Komen Holdings
Pty., Ltd., and GWP, Inc.
99.1 Form of Letter of Assignment dated April 7, 1997
99.2 Press release dated January 10, 1997
99.3 Press release dated March 14, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
U.S. TECHNOLOGIES INC.
By: /s/ Ken H. Smith
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Ken H. Smith, President and Chief
Executive Officer
Dated: September 26, 1997
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U.S. TECHNOLOGIES INC.
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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2.1 Form of Stock Purchase Agreement dated January 7, 1997 by and
among U.S. Technologies Inc., Tintagel, Ltd., Komen Holdings
Pty., Ltd., and GWP, Inc.
99.1 Form of Letter of Assignment dated April 7, 1997
99.2 Press release dated January 10, 1997
99.3 Press release dated March 14, 1997
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